UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-28560
NOTIFICATION OF LATE FILING
(Check One)
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
[ ]Form N-CSR
For Period Ended: December 31, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read attached instruction before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
NETGURU, INC.
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Full Name of Registrant
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Former Name if Applicable
22700 SAVI RANCH PARKWAY
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Address of Principal Executive Office (Street and Number)
YORBA LINDA, CALIFORNIA 92887
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City, State and Zip Code
PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
XX N-CSR, or portion thereof, will be filed on or before the
- -- fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
THE REGISTRANT IS UNABLE TO FILE THE SUBJECT REPORT IN A TIMELY MANNER BECAUSE
THE REGISTRANT WAS NOT ABLE TO ASSEMBLE INFORMATION NECESSARY FOR INCLUSION IN
THE SUBJECT REPORT WITHOUT UNREASONABLE EFFORT OR EXPENSE. UNANTICIPATED DELAYS
OCCURRED IN TWO AREAS: 1) OBTAINING FINANCIAL INFORMATION FROM THE REGISTRANT'S
FOREIGN OPERATIONS, AND 2) FINALIZATION OF RECONCILIATION ISSUES RELATING TO A
RECENT, MAJOR ASSET SALE. THE REGISTRANT ANTICIPATES FILING THE SUBJECT REPORT
ON OR BEFORE THE FIFTH CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
BRUCE NELSON (714) 974-2500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[]Yes [X]No
THE REGISTRANT PLANS TO INCLUDE IN THE SUBJECT REPORT FORM 8-K DISCLOSURE
REGARDING THE REGISTRANT'S ENTRY INTO WAIVER AND TERMINATION AGREEMENTS
IN NOVEMBER 2005 RELATING TO CHANGE IN CONTROL AND EXECUTIVE RETENTION
AGREEMENTS WITH CLARA YOUNG, A FORMER EXECUTIVE OFFICER, AND SANTANU DAS,
A DIRECTOR AND FORMER EXECUTIVE OFFICER.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[X]Yes [ ]No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
THE REGISTRANT ANTICIPATES REPORTING NET INCOME OF APPROXIMATELY $17.8 MILLION
AND $16.5 MILLION FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2005,
RESPECTIVELY, AS COMPARED TO NET LOSSES OF APPROXIMATELY $235,000 AND $925,000
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2004, RESPECTIVELY. THE
REGISTRANT ANTICIPATES REPORTING INCOME FROM DISCONTINUED OPERATIONS OF
APPROXIMATELY $21.8 MILLION DURING THE THREE MONTHS ENDED DECEMBER 31, 2005
COMPARED TO A NET INCOME OF $478,000 DURING THE THREE MONTHS ENDED DECEMBER 31,
2004. THE INCOME RECORDED IN THE THIRD QUARTER OF FISCAL 2006 FROM DISCONTINUED
OPERATIONS INCLUDES A GAIN ON THE SALE OF THE REI BUSINESS IN THE AMOUNT OF
APPROXIMATELY $22.8 MILLION, A LOSS FROM THE REI OPERATIONS OF APPROXIMATELY
$327,000 AND ESTIMATED TAX EXPENSE OF $650,000 BASED THE GAIN ON SALE. THE
REGISTRANT ANTICIPATES REPORTING NET LOSSES FROM CONTINUING OPERATIONS OF
APPROXIMATELY $4.0 MILLION AND $5.5 MILLION FOR THE THREE AND NINE MONTHS ENDED
DECEMBER 31, 2005, RESPECTIVELY, AS COMPARED TO NET LOSSES OF APPROXIMATELY
$713,000 AND $1.9 MILLION FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2004,
RESPECTIVELY. THE FOREGOING NUMBERS ARE ESTIMATES AND MAY BE ADJUSTED AS
THE REGISTRANT FINALIZES THE SUBJECT REPORT.
NETGURU, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 15, 2006 By: /s/ BRUCE NELSON
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Bruce Nelson, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.